Twenty-First Century Fox 2005 Annual Report Download - page 127

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NEWS CORPORATION
ASX Corporate Governance Recommendations (“Recommendations”)
Details of News Corporation’s corporate governance procedures are described in News Corporation’s Proxy Statement for its 2005 Annual
Meeting of Stockholders under the heading “Corporate Governance Matters”. News Corporation has followed the Recommendations during the
reporting period, except for the following departures. From October 2004, seven of the 14 members of the Board of Directors were independent
directors, as a result of the retirement of Mr. Geoffrey Bible. News Corporation expects to appoint one additional independent director. The
number of independent directors from October 2004 departs from Recommendation 2.1. Mr. K. Rupert Murdoch serves as the Chairman and
Chief Executive Officer of News Corporation. The Board of Directors has taken the view that it is the best interests of News Corporation and its
stockholders that Mr. K. Rupert Murdoch serve in such capacity. This view departs from Recommendations 2.2 and 2.3.
Information on News Corporation’s Common Stock
For a list of the beneficial ownership of both Class A common stock and Class B common stock of News Corporation as of August 15,
2005 for the following: (i) each person who is known by News Corporation to own beneficially more than 5% of the outstanding shares of Class
B common stock; (ii) each member of the Board of Directors; (iii) each Named Executive Officer (as defined in Item 402(a)(3) of Regulation S-K)
of News Corporation; and (iv) all Directors and executive officers of News Corporation as a group, please refer to News Corporation’s Proxy
Statement for its Annual Meeting of Stockholders under the heading “Security Ownership of News Corporation”.
As of August 23, 2005, there were approximately 1,942 holders of record of News Corporation’s Class B common stock and 54,805
holders of record of News Corporation’s Class A common stock.
Each share of News Corporation Class B common stock entitles the holder to one vote per share on all matters on which stockholders have
the right to vote. Each share of News Corporation Class A common stock does not have voting rights. However, holders of shares of News
Corporation Class A common stock do have the right to vote, together with holders of shares of News Corporation Class B common stock in
limited circumstances which are described in News Corporation’s Restated Certificate of Incorporation.
Distribution of shareholding (includes CDIs)
The following information is provided as of August 29, 2005:
Class B Common Stock Class A Common Stock
1 — 1,000 46,307 65,250
1,001 — 5,000 11,056 4,587
5,001 — 10,000 1,090 498
10,001 — 100,000 769 456
100,001 — above 139 127
Based on the market price on August 29, 2005, there were approximately 1,936 holders holding less than a marketable parcel of Class B
common stock and approximately 38,916 holders holding less than a marketable parcel of Class A common stock.
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